UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 1, 2017
Paycom Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
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001-36393
(Commission
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80-0957485
(IRS Employer
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7501 W. Memorial Road, Oklahoma City, Oklahoma (Address of principal executive offices) |
73142 (Zip Code) |
Registrant’s telephone number, including area code: (405) 722-6900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K (this “ Current Report ”), on May 1, 2017, at the annual meeting of stockholders (the “ Annual Meeting ”) of Paycom Software, Inc. (the “ Company ”), the Company’s stockholders approved an amendment to the Paycom Software, Inc. 2014 Long-Term Incentive Plan (the “ LTIP ”) to increase the number of shares reserved for issuance pursuant to awards under the LTIP by 2,000,000 shares (the “ LTIP Amendment ”). As a result, the LTIP Amendment became effective on May 1, 2017.
A description of the LTIP Amendment was included under the heading “Proposal 4: Approval of an Amendment to the LTIP to Increase the Number of Shares Reserved for Issuance Pursuant to Awards” in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2017 (the “ Proxy Statement ”). Such description is qualified in its entirety by reference to the full text of the LTIP Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference. A description of the material terms of the LTIP was included under the heading “Proposal 5: Approval of the Material Terms of the Performance Goals Set Forth in the LTIP” in the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 1, 2017. A total of 52,090,436 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal was included in the Proxy Statement.
Proposal 1: Election of two Class I directors, each to serve until the date of the 2020 annual meeting of stockholders and until his successor has been duly elected and qualified, or his earlier death, resignation or removal
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Nominees |
Votes Cast For |
Votes Withheld |
Broker Non-Votes |
|||
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Larry Parman |
46,807,429 | 54,872 | 5,228,135 | |||
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J.C. Watts, Jr. |
46,085,950 | 776,351 | 5,228,135 |
Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017
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Votes Cast For |
Votes Cast Against |
Abstentions |
||
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51,954,436 |
124,995 | 11,005 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
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Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes |
|||
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42,260,916 |
4,584,205 | 17,180 | 5,228,135 |
Proposal 4: Approval of the LTIP Amendment
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Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes |
|||
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44,711,391 |
2,136,670 | 14,240 | 5,228,135 |
Proposal 5: Approval of the material terms of the performance goals set forth in the LTIP for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended
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Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes |
|||
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45,823,331 |
1,018,228 | 20,741 | 5,228,136 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description of Exhibit |
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| 10.1 | First Amendment to the Paycom Software, Inc. 2014 Long-Term Incentive Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYCOM SOFTWARE, INC. | ||||||
| Date: May 4, 2017 | By: | /s/ Craig E. Boelte | ||||
| Name: | Craig E. Boelte | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
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Exhibit No. |
Description of Exhibit |
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| 10.1 | First Amendment to the Paycom Software, Inc. 2014 Long-Term Incentive Plan |
Exhibit 10.1
FIRST AMENDMENT
TO THE
PAYCOM SOFTWARE, INC.
2014 LONG-TERM INCENTIVE PLAN
This FIRST AMENDMENT TO THE PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN (this “ Amendment ”), dated as of March 28, 2017, is made and entered into by Paycom Software, Inc., a Delaware corporation (the “ Company ”), subject to approval by the Company’s stockholders. Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Paycom Software, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”).
RECITALS
WHEREAS , Article 9 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend the Plan at any time and from time to time;
WHEREAS , the Board desires to amend the Plan to increase the number of shares of Common Stock that may be delivered pursuant to Awards under the Plan by an additional two million (2,000,000) shares, for an aggregate maximum total of thirteen million three hundred fifty thousand eight hundred eighty-one (13,350,881) shares available under the Plan; and
WHEREAS , as of the date hereof, the Board resolved that the Plan be amended to increase the number of shares that may be delivered pursuant to Awards under the Plan by an additional two million (2,000,000) shares.
NOW, THEREFORE , in accordance with Article 9 of the Plan, the Company hereby amends the Plan, effective as of the date hereof, as follows:
1. Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:
5.1 Number Available for Awards . Subject to adjustment as provided in Articles 11 and 12 , the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is thirteen million three hundred fifty thousand eight hundred eighty-one (13,350,881) shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Subject to adjustment pursuant to Articles 11 and 12 , the maximum number of shares of Common Stock with respect to which Stock Options or SARs may be granted to an Executive Officer during any calendar year is five million three hundred twenty-three thousand nine hundred and seven (5,323,907) shares of Common Stock. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
* * * * * * * *
IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.
| PAYCOM SOFTWARE, INC. | ||
| By: | /s/ Chad Richison | |
| Name: | Chad Richison | |
| Title: | Chief Executive Officer | |